8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 24, 2021

Blackstone Mortgage Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-14788	94-6181186
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

345 Park Avenue, 24th Floor

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

N/A

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	BXMT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 24, 2021, Blackstone Mortgage Trust, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, BXMT Advisors L.L.C., the subsidiary guarantors party thereto and Barclays Capital Inc., as representative of the several initial purchasers listed therein (the “Initial Purchasers”), providing for the issuance and sale of $400 million aggregate principal amount of the Company’s 3.750% Senior Secured Notes due 2027 (the “Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes will be fully and unconditionally guaranteed on an unsubordinated secured basis by each wholly owned subsidiary of the Company that is a domestic subsidiary or that guarantees or becomes a borrower under the Company’s term loan credit agreement and after certain collateral events, certain capital markets indebtedness and other indebtedness of the Company and its subsidiaries, subject to certain customary exceptions. The Notes will be issued at 100.000% of their par value with a coupon of 3.750%. Interest on the Notes is payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The Notes will mature on January 15, 2027. The offering is expected to close on October 5, 2021 and is subject to customary closing conditions. The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The Company intends to use the proceeds from the offering to pay down a portion of the Company’s existing secured debt.

Certain of the Initial Purchasers or their affiliates are lenders and/or agents under the Company’s outstanding indebtedness. As a result, certain of the Initial Purchasers or their affiliates may receive a portion of the net proceeds from this offering to the extent used to repay such outstanding indebtedness.

The information included in Item 8.01 of this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company or its subsidiaries.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties. A discussion of factors that may affect future results is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as such factors may be updated from time to time in the Company’s periodic filings with the Securities and Exchange Commission. The Company disclaims any obligation to update forward-looking statements, except as may be required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLACKSTONE MORTGAGE TRUST, INC.
Date: September 28, 2021
	By:	/s/ Anthony F. Marone, Jr.
	Name:	Anthony F. Marone, Jr.
	Title:	Chief Financial Officer

XML

Document and Entity Information	Sep. 24, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001061630
Document Type	8-K
Document Period End Date	Sep. 24, 2021
Entity Registrant Name	Blackstone Mortgage Trust, Inc.
Entity Incorporation State Country Code	MD
Entity File Number	1-14788
Entity Tax Identification Number	94-6181186
Entity Address, Address Line One	345 Park Avenue
Entity Address, Address Line Two	24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10154
City Area Code	(212)
Local Phone Number	655-0220
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.01 per share
Trading Symbol	BXMT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false